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Contingent domestication of certain alien associations - 15 Pa. Cons. Stat. § 162Legal Research Home > Pennsylvania Statutes
§ 162. Contingent domestication of certain alien associations.
(a) General rule.--Any association as defined in subsection
(i) may become a contingent domestic association by filing in
the Department of State a statement of contingent domestication.
The statement of contingent domestication and all papers and
information relating thereto shall remain confidential and shall
not be available for public inspection until and unless the
association files a statement of consummation of domestication
as provided in subsection (c).
(b) Statement of contingent domestication.--The statement of
contingent domestication shall be executed by the association
and shall set forth in the English language:
(1) In the case of:
(i) a corporation subject to section 4161 (relating
to domestication), the statements required to be set
forth in articles of domestication (except the statement
required by section 4161(b)(6));
(ii) a corporation subject to section 6161 (relating
to domestication), the statements required to be set
forth in articles of domestication (except the statement
required by section 6161(b)(6));
(iii) a limited partnership subject to section 8590
(relating to domestication), the statements required to
be set forth in a certificate of domestication (except
the statement required by section 8590(b)(5));
(iv) a limited liability company subject to section
8982 (relating to domestication), the statements required
to be set forth in a certificate of domestication (except
the statement required by section 8982(b)(5));or
(v) any other association, the statements required
by section 161(b) (relating to statement of
domestication) to be set forth in a statement of
domestication (except the statement required by section
161(b)(5)).
(2) A statement that the effectiveness of the statement
is contingent upon the subsequent filing of a statement of
consummation of domestication.
(3) A statement that the filing of the statement of
contingent domestication and the delegation of authority to
file a statement of consummation of domestication has been
authorized (unless its charter or other organic documents
require a greater vote):
(i) by a majority vote of the votes cast by all
shareholders entitled to vote thereon and, if any class
of shares is entitled to vote thereon as a class, a
majority of the votes cast in each class vote, in the
case of a corporation subject to section 4161;
(ii) by a majority vote of the votes cast by all
members, if any, entitled to vote thereon and, if any
class of members is entitled to vote thereon as a class,
a majority of the votes cast in each class vote, in the
case of a corporation subject to section 6161;
(iii) by a majority vote of the votes cast by all
partners entitled to vote thereon and, if any class of
partners is entitled to vote thereon as a class, a
majority of the votes cast in each class vote, in the
case of a limited partnership subject to section 8590;
(iv) by a majority vote of the votes cast by all
members entitled to vote thereon and, if any class of
members is entitled to vote thereon as a class, a
majority of the votes cast in each class vote, in the
case of a limited liability company subject to section
8982; or
(v) by a majority in interest of the shareholders,
members or other proprietors of the association in any
other case.
(c) Statement of consummation of domestication.--At any time
after the filing of a statement of contingent domestication, the
association may file in the department a statement of
consummation of domestication which shall be executed by the
association and shall set forth:
(1) The name of the association as set forth in its
statement of contingent domestication.
(2) A statement that either:
(i) an emergency condition exists in the
jurisdiction the law of which governs the internal
affairs of the association and that in the judgment of
the management of the association a temporary transfer of
the domicile of the association to this Commonwealth is
warranted by the circumstances; or
(ii) an event has occurred that, under the law of
the jurisdiction governing the internal affairs of the
association, permits the association to transfer its
domicile.
(d) Statement of termination of domestication.--At any time
after the filing of a statement of consummation of
domestication, the association may file in the department a
statement of termination of domestication which shall be
executed by the association and shall set forth:
(1) The name of the association in the form set forth in
the prior filings under this section.
(2) If a statement of consummation of domestication has
theretofore been filed and is then in effect, a statement
that the association elects to terminate its domicile in this
Commonwealth.
(3) A statement that either:
(i) the statement of contingent domestication is
reinstated pending the filing in the department of a new
statement of consummation of domestication; or
(ii) the statement of contingent domestication is
withdrawn.
(e) Execution of filings.--All documents filed under this
section shall be signed on behalf of the association by any
authorized person.
(f) Effect of filing statement of consummation of
domestication.--Upon the filing of a statement of consummation
of domestication, and until the filing of a statement of
termination of domestication, the association shall have the
status under the law of this Commonwealth of:
(1) a business corporation domesticated under section
4161, in the case of a corporation subject to that section;
(2) a nonprofit corporation domesticated under section
6161, in the case of a corporation subject to that section;
(3) a limited partnership domesticated under section
8590, in the case of a limited partnership subject to that
section;
(4) a limited liability company domesticated under
section 8982, in the case of a limited liability company
subject to that section; or
(5) an association domesticated under section 161, in
any other case.
(g) Effect of filing a statement of termination of
domestication.--Upon the filing of a statement of termination of
domestication, the association shall under the law of this
Commonwealth revert to the status it held prior to the filing
of:
(1) the statement of consummation of domestication, if
the statement of termination of domestication states that the
statement of contingent domestication is reinstated; or
(2) the statement of contingent domestication, if the
statement of termination of domestication states that the
statement of contingent domestication is withdrawn.
(h) Annual renewal.--A renewal application may be filed
between October 1 and December 31 in each year and shall extend
the applicability of this section for the following calendar
year. Otherwise the association shall not be entitled to any of
the benefits of this section. See section 153(a)(14) (relating
to contingent domestication).
(i) Definition.--As used in this section, the term
"association" includes any incorporated organization, private
law corporation (whether or not organized for business
purposes), public law corporation, partnership, proprietorship,
joint venture, foundation, trust, association or similar
organization or entity if such association or entity immediately
prior to effecting an initial filing under this section is an
association or entity governed by the law of any jurisdiction
other than the United States or any state, Puerto Rico or any
possession or territory of the United States.
(j) Cross references.--See sections 134 (relating to
docketing statement) and 135 (relating to requirements to be met
by filed documents).
(Dec. 19, 1990, P.L.834, No.198, eff. imd.; Dec. 18, 1992,
P.L.1333, No.169, eff. 60 days; Dec. 7, 1994, P.L.703, No.106,
eff. 60 days; June 22, 2001, P.L.418, No.34, eff. 60 days)
2001 Amendment. Act 34 amended subsecs. (c)(1) and (j).
1994 Amendment. Act 106 amended subsecs. (b) and (f).
1992 Amendment. Act 169 amended the section heading.
1990 Amendment. Act 198 renumbered section 152 to section
162 and amended subsecs. (a), (b), (c), (d), (e), (f), (g) and
(h).
Reference in Text. Section 153(a)(14), referred to in
subsec. (b), is repealed.
Cross References. Section 162 is referred to in sections
1104, 5104 of this title.
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Last modified: November 27, 2007 |